UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   August 5, 2014

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Sypris Solutions, Inc.
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (502) 329-2000

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02             Results of Operations and Financial Condition.

On August 5, 2014, Sypris Solutions, Inc. (the “Company”) announced its financial results for the second quarter ended June 29, 2014. The full text of the press release is set forth in Exhibit 99 hereto. The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 7 – Regulation FD

Item 7.01             Regulation FD Disclosure.

On August 5, 2014, Sypris Solutions, Inc. (the “Company”) announced its financial results for the second quarter ended June 29, 2014. The full text of the press release is set forth in Exhibit 99 hereto.  The Company has also released certain supplemental financial information that can be accessed through the Company’s website at http://www.sypris.com.

The information in this Form 8-K and the attached Exhibit as well as the supplemental information referenced above is being furnished pursuant to Item 7.01 “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01             Financial Statements and Exhibits.

(d)  Exhibits.

       Exhibit Number           Description of Exhibit
       99                                  Press release issued August 5, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 99

Sypris Reports Second Quarter Results

Revenue and Margins Post Solid Growth on Strong Industrial Performance

LOUISVILLE, Ky.--(BUSINESS WIRE)--August 5, 2014--Sypris Solutions, Inc. (Nasdaq/NM: SYPR) today reported financial results for its second quarter ended June 29, 2014.

HIGHLIGHTS
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For the Second Quarter:

• Consolidated revenue increased 13% to $93.1 million from the second quarter of 2013.
• Gross profit increased 30% to $10.8 million from the second quarter of 2013.
• Gross margin expanded 150 basis points from the prior year to 11.6%.
• Earnings improved to $0.02 per diluted share, compared to a loss of $0.08 per share for the prior year period.
• Revenue, gross profit and gross margin for the Industrial Group increased 12%, 29% and 170 basis points, respectively, from the second quarter of 2013.

For the Six Months:

• Consolidated revenue increased 10% to $177.4 million from the first half of 2013 and increased 18% sequentially from the second half of 2013.
• Gross profit increased 30% to $21.4 million from the first half of 2013 and increased 57% sequentially from the second half of 2013.
• Gross margin expanded 190 basis points from the prior year to 12.1%.
• Earnings improved to $0.10 per diluted share, compared to a loss of $0.41 per share for the prior year period.
• Revenue, gross profit and gross margin for the Industrial Group increased 10%, 33% and 240 basis points, respectively, from the first half of 2013.

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The Company reported revenue of $93.1 million for the second quarter compared to $82.2 million for the second quarter of 2013. Additionally, the Company reported net income of $0.4 million, or $0.02 per share, as compared to a net loss of $1.5 million, or $0.08 per share, for the prior year comparable period.

For the six months ended June 29, 2014, the Company reported revenue of $177.4 million compared to $160.6 million for the first half of 2013. The Company reported net income for the six months ended June 29, 2014 of $2.0 million, or $0.10 per diluted share, as compared to a net loss of $8.0 million, or $0.41 per share, for the prior year period comparable period. The results for the first half of 2013 included a $6.9 million non-cash impairment of goodwill.

“Our Industrial Group responded well to the rebound in demand from our commercial vehicle customers,” said Jeffrey T. Gill, president and chief executive officer. “Revenue for this segment increased 12% year-over year and 10% sequentially, primarily reflecting increased customer demand across all markets. Our team’s operational performance and favorable product mix resulted in quarterly gross margins at nearly 14% of revenue.”

“Our Aerospace and Defense business continued its efforts to diversify its portfolio of products and services in response to the challenges posed by the U.S. defense industry. Our team continues to make progress on the development of a Cyber Security Laboratory with our partner, NEC Asia Pacific, for the Singapore Government. While we have not recognized revenue under this program, we are making significant steps toward our diversification objectives,” Mr. Gill continued.

The Industrial Group

Revenue for our Industrial Group was $83.7 million in the second quarter, an increase of $9.3 million, or 12%, from $74.4 million for the comparable prior year quarter, driven primarily by increased customer demand. Gross profit for the second quarter increased 29% to $11.4 million, or 13.6% of revenue, compared to $8.9 million, or 11.9% of revenue for the second quarter of 2013.

The Electronics Group

Revenue for our Electronics Group was $9.4 million in the second quarter, an increase of $1.7 million, or 22%, from $7.7 million for the comparable prior year quarter, primarily due to higher product sales including our data systems branded products. Gross profit for the second quarter was a loss of $0.6 million as compared to a loss of $0.5 million for the same period in 2013.

Outlook

Mr. Gill added, “We will continue to concentrate on the daily execution within both of our businesses. Within our Industrial Group, we will strive to improve efficiencies, reduce production cycle time and increase capacity while meeting rising customer demand as the commercial vehicle market upturn continues in 2014. Our Electronics Group will continue to face near-term revenue challenges until such time as new programs, products and cyber related services achieve sufficient traction to offset the ongoing defense spending uncertainty.”

Sypris Solutions is a diversified provider of outsourced services and specialty products. The Company performs a wide range of manufacturing, engineering, design and other technical services, typically under multi-year, sole-source contracts with corporations and government agencies in the markets for truck components and assemblies and aerospace and defense electronics. For more information about Sypris Solutions, visit its Web site at www.sypris.com.

Forward Looking Statements

This press release contains “forward-looking” statements within the meaning of the federal securities laws. Each forward-looking statement herein is subject to risks and uncertainties, as detailed in our most recent Form 10-K and Form 10-Q and other SEC filings. Briefly, we currently believe that such risks also include the following: reliance on major customers or suppliers, especially in the automotive or aerospace and defense electronics sectors, including the risk of potentially adverse outcomes in ongoing contract renewal disputes and negotiations with Dana Holding Corporation and Meritor Inc.; volatility of our customers’ forecasts, scheduling demands and production levels which negatively impact our operational capacity and our effectiveness to integrate new customers; declining revenues and backlog in our aerospace and defense business lines as we attempt to transition from legacy products and services into new market segments and technologies; our ability to successfully develop, launch or sustain new products and programs; dependence on, retention or recruitment of key employees especially in challenging markets; inventory valuation risks including excessive or obsolescent valuations; potential impairments, non-recoverability or write-offs of assets or deferred costs; adverse impacts of new technologies or other competitive pressures which increase our costs or erode our margins; the cost, quality, timeliness, efficiency and yield of our operations and capital investments, including working capital, production schedules, cycle times, scrap rates, injuries, wages, overtime costs, freight or expediting costs; cost and availability of raw materials such as steel, component parts, natural gas or utilities; the costs of compliance with our auditing, regulatory or contractual obligations; the costs and supply of, or access to, debt, equity capital, or insurance; fees, costs or other dilutive effects of refinancing, or compliance with covenants; regulatory actions or sanctions (including FCPA, OSHA and Federal Acquisition Regulations, among others); potential weaknesses in internal controls over financial reporting and enterprise risk management; disputes or litigation involving customer, supplier, employee, lessor, landlord, creditor, stockholder, product liability or environmental claims; U.S. government spending on products and services that our Electronics Group provides, including the timing of budgetary decisions; changes in licenses, security clearances, or other legal rights to operate, manage our work force or import and export as needed; breakdowns, relocations or major repairs of machinery and equipment; pension valuation, health care or other benefit costs; labor relations; strikes; union negotiations; cyber security threats and disruptions; changes or delays in customer budgets, funding or programs; failure to adequately insure or to identify environmental or other insurable risks; revised contract prices or estimates of major contract costs; risks of foreign operations; currency exchange rates; war, terrorism, or political uncertainty; unanticipated or uninsured disasters, losses or business risks; inaccurate data about markets, customers or business conditions; or unknown risks and uncertainties. There can be no assurance that our expectations, projections or views expressed in any forward-looking statements will come to pass, and undue reliance should not be placed on these forward-looking statements. We undertake no obligation to update these statements, except as required by law.

CONTACT:
Sypris Solutions, Inc.
Anthony C. Allen, 502-329-2000
Vice President & Treasurer